Spinco Contribution has the meaning set forth in the Recitals.
Spinco Contribution shall have the meaning set forth in the Separation and Distribution Agreement.
Spinco Contribution has the meaning set forth in the Tax Matters Agreement.
Examples of Spinco Contribution in a sentence
Each of UWWH, IP and Spinco represents and warrants, as of the date hereof and as of the Effective Time, that it knows of no fact (after due inquiry) that would prevent the Tax treatment of the Controlled 1 Contribution, the First Internal Distribution, the Second Internal Distribution, the Third Internal Distribution, the Spinco Contribution, the Distribution or any other Covered Transaction from being consistent with the Tax-Free Status of the Transactions.
More Definitions of Spinco Contribution
Spinco Contribution has the meaning assigned to the term “Contribution” in the Separation Agreement.
Spinco Contribution means the Harbor Contribution and the contribution of any other Spinco Assets to, and the assumption of any Spinco Liabilities by, Spinco pursuant to the Contribution and Distribution Agreement.
Spinco Contribution means the Transfer of Assets from the applicable member of the Remainco Group to Spinco and the Assumption of Liabilities by Spinco from the applicable members of the Remainco Group pursuant to the Internal Restructuring or otherwise arising out of or resulting from the transactions contemplated by this Agreement.
Spinco Contribution means the contribution by Spinco to Spinco OP of properties, as described in the Separation and Distribution Agreement, in exchange for units of equity interests of Spinco OP
Spinco Contribution shall have the meaning set forth in the Separation Agreement. “Spinco Employee” shall have the meaning set forth in Section 1.1(a)(i). “Spinco Employee Schedule” shall have the meaning set forth in Section 1.1(a)(i). “Spinco EOR” shall have the meaning set forth in Section 1.1(b)(i). “Spinco Former Employee” means (i) an individual whose employment with any member of the Remainco Group or Spinco Group terminated prior to the Distribution, and immediately prior to such termination provided services primarily to the Spinco Business; and (ii) each Inactive Employee who does not become a Spinco Transferred Employee on or before the date which is twelve (12) months following the Distribution Date. “Spinco Group” shall have the meaning set forth in the Separation Agreement. “Spinco Labor Agreement” means any agreement with any Employee Representative Body to which Remainco or a member of the Remainco Group, or Spinco or a member of the Spinco Group, is a party or bound that pertains to any Spinco Employees. “Spinco Liabilities” shall have the meaning set forth in the Separation Agreement. “Spinco Transferred Employee” shall have the meaning set forth in Section 1.1(b)(i). “Spinco Unit Transfer” has the meaning set forth in Recitals. “Spinco Units” shall have the meaning set forth in the Merger Agreement. “Subsidiary” shall have the meaning set forth in the Separation Agreement. “Tax” shall have the meaning set forth in the Tax Matters Agreement. “Tax Matters Agreement” shall have the meaning set forth in the Separation Agreement. “Trading Day” shall mean the period of time during any given day, commencing with the determination of the opening price on the NYSE and ending with the determination of the closing price on the NYSE, in which trading and settlement in Remainco Ordinary Shares or Merger Partner Common Stock are permitted on the NYSE. “Transaction Documents” shall have the meaning set forth in the Separation Agreement. “Upfront Cash Award Payment” shall have the meaning set forth in the Separation Agreement.
Spinco Contribution means the contribution of all of the Equity Interests of Gaming Holdco by Remainco to Spinco. “Spinco Credit Support Account” shall have the meaning set forth in in Section 1.10(c). “Spinco Dispute Notice” shall have the meaning set forth in Section 2.6(d).
Spinco Contribution shall have the meaning set forth in the Separation Agreement. “Spinco Employee” means an individual who will become or is reasonably expected by Xxxxxxxx, as of the date hereof, to become a “Spinco Employee,” as such term is defined in the Employee Matters Agreement. “Spinco Former Employee” shall have the meaning set forth in the Employee Matters Agreement.